Spider-Man: The Forgotten Foes
by SpinnerSkein
Summary: I'm sure you've heard of villains like Green Goblin or Doctor Octopus. What about Spider-Man's early foes? He wasn't always the awesome wise cracking web slinger we know today. He use to have trouble with little foes too, like Boomerang or Swarm. Read on if you're interested in what happened when Peter first became Spidey. (I also added a few twists to their origins.)
1. The past comes back

**Author's Note:**  
><strong>Hello my fellow web heads! I am a huge Spider-Man fan so I decided to give it a shot and write about him. This is my first story and my first chapter. I wanted to make this story about villains you may not know about. Some you may know, if you do I would like you to tell me in the reviews. I also twisted Peter's origin a bit, not too much. I twisted a few of the villain origins as well. I rated this mature for a reason. Sex and cursing is involved, as well as violence and serious depressing scenes but we already knew that. I hope you enjoy this first chapter!<strong>

Peter Parker was always a simple kid. He may have been more than simple, but not in the ways you would expect. He is a genius, a bookworm or nerd may define him completely. It was another simple day, Peter wore his prescription glasses as always. He had his dark brown hair combed back as always. He wore a red sweater vest with a white t-shirt underneath. The shirt was tucked into his light blue jeans. He always stayed fashionablly neat. His brand new black dress shoes shimmered in the glistening sunlight. He sat in the bleechers while reading his textbook. He was at a baseball game, normally he would never be anywhere near a baseball field. Although, his friend, Fred Myers was the best pitcher on the team and Peter was there to support him. Fred threw another curveball that landed in the umpire's mit. The crowd cheered at the strikeout. Peter cheered his friend on, "Way to go, Fred!". Fred smiled and tipped his hat to Peter. He wore the white uniform that any baseball player would wear. The only differance between his uniform and the other team's was that their hats were different colors. His team was blue, the other was yellow. Fred always tried to convince Peter to join the team. Peter always declined. After the game, the two friends went out to celebrate their victory. The sad thing is...their school had bullies, what school doesn't? Flash Thompson, grabbed Fred by his shoulder and yanked him into a strong hold. Flash kept his arm around Fred's neck so he wouldn't escape. "You think you can steal my spotlight, eh?". Flash shoved the poor boy to the ground. "Well you're wrong!", Flash continued his taunting by spitting on Fred. Peter shoved Flash in an attempt to help his friend. "Leave him alone, Flash!". Flash sneered at Peter before punching him right on his left cheek. Peter had a massive bruise on his face for most of the school year...but he didn't care. You may be asking, why? Because he knew that no matter what, he had protected his friend from getting punched.

_**Years Later...**_

When Peter got old enough to work, he found his carear as a photographer for The Daily Bugle. He entered his boss's office as always, to find Jonah Jameson with a cigar in his mouth. Jonah had dark black hair that seemed similiar to a crew cut. He had a few grey hairs as well but he still seemed young. His mustache copied his personality, the mustache could be an exact replica of Hitler's. He wore a white buttoned long sleeve shirt, only the sleeves were rolled up to his elbows. Everyday, he wore a tie, either black, red, brown, or blue. To finish off his appearance, he wore black dress pants and black dress shoes. He put out his cigar before gesturing to Peter that he should sit. Peter obeys and sits in the plastic chair. That's right, a plastic chair. Jolly Jonah is extremely cheap. "Do you have the photos I wanted?", Jonah started the conversation with his deep raspy voice. Many people think he gained it through smoking too much. "Yes sir, just like you wanted.", Peter handed five to six perfect shots he took with his camera. They covered the charity ball he went to the previous night. "Oh goodie, let's take a look at these.", Jonah searched through the pictures for two minutes before selecting one and tossing the others into a garbage bin. "Boy, do you take the worst shots i've ever seen.", Jonah began writing the check for Peter who was on his hands and knees trying to find the pictures. "Why did you throw the others away?", Peter asked. "They were garbage, garbage belongs in the garbage.", Jonah replied. Peter dusted off his uniform. His work uniform consisted of black dress pants, black dress shoes, and as you may have guessed, a black dress shirt. This shirt, however, had a Bugle emblem on it to show who he worked for. Peter wiped his glasses clean, all these years, and he still needs them. He no longer combed his hair, it now turned messy. Jonah handed Peter his check and waved him out the door before adding, "By the way, Oscorp is hosting a new presentation. Get me photos!". Jonah slammed the door shut behind Peter as soon as he exited.

Peter checked the time of the presentation. The presentation starts at four, it is one o' clock right now. He has plenty of time to stop at his favorite diner and visit Gwen. He was often the only person there, sometimes three or four others would come in every two hours. He took his seat at a booth and waited for the waitress to come. She was surpirsed when she saw Peter sitting there. "Pete!", she said as she hugged him. Peter admired her beauty, her long blond hair, her perfect skinny body. Her uniform always consisted of a red button up shirt, and a red short skirt. "Hey Gwen, I figured I'd stop by.", Peter replied with a smile. "Aren't you busy, though?", Gwen asked as she sat next to Peter in the booth as they spoke. "I always find time for my girlfriend.", Peter kissed her lightly on the cheek. She scooted closer to him as he read the menu. "What do you suggest?", Peter asked. "The turkey melt is good.", Gwen replied, she added right after by whispering into his ear, "And for dessert, Gwen Stacy.", Peter and Gwen laughed together. "I think that would be great, see you tonight?", Peter asked. "Tonight.", Gwen replied. After Peter ate his sandwich, he started towards Oscorp.

Peter entered the massive building with other photographers and journalists. Their tour guide gestured them past many mechanics. So many were amazing, what could possibly be better? A glider, or so they called it, was in the process of being built. A monitor that displayed the title, "V.U.L.T.U.R.E" spun in a 3D print. Behind the monitor was an armored suit that had wings, only one scientist worked on this one. Soon, they stepped through sliding doors and entered a dark room. It took a few seconds for Peter's eyes to adjust. He then realized that the room had many fish tanks...but nothing was inside. He looked closely at one of the tanks and was surprised to see a spider in its web. He was snapped from his trance when he heard the tour guide, "No flash photography please, the spiders here prefer the dark.", Peter shut off his flash and began taking ordinary pictures of the spiders. What he didn't know...was that one had escaped. On the other side of the room, another photographer from The Daily Globe was asking the tour guide a question, "Where did this spider go?", the photographer asked as he pointed to an empty tank. The tour guide read his name tag before replying, "Well, Mr. Brock, I wouldn't worry, they probably just took it out for testing.", the tour guide then turned her attention to the other members of the group. Peter kept taking pictures of the spiders and checking them to see if the quality fit. While he was distracted, a spider lowered itself from a web and landed on Peter's hand. When Peter pushed a button, a noise alarmed the spider so much that it bit Peter in self defense. The pain wasn't intense, it only felt like someone pinched him. Still, Peter gasped in surprise and noticed that the spider was on the floor and running away. He made sure nobody saw him and stomped on the spider, thus killing it.

Later that night, Peter returned to his apartment and checked his wound. It was only a red bump, very similar to a misquito bite. He googled the spider bite to ensure he was fine and realized the spider wasn't deadly. Little did he know that the spider had been tampered with at Oscorp. As he continued to read about the spider, his phone beeped alerting him of a text. He looked at the text, it was from Gwen, "Be there in ten minutes, ready for dessert?".

Peter's bedroom light was off, the door was shut. All was calm. Then the door swung open as Gwen and Peter entered the room in a deep intense lip lock. The two made out as Peter backed Gwen towards the bed. She fell on it and giggled as Peter began unbuttoning her shirt. "Peter!", she cooed as he opened her shirt to get at her breast. She wore a black bra, Peter kissed her stomach lightly, that perfect slim stomach. Gwen then sat up quickly and worked frantically to unbutton Peter's pants. She pulled them off to get at his boxers. The two kissed eachother hard for a moment before returning to removing eachother's clothes. Peter undid her bra as Gwen pulled off his shirt. Peter didn't have abs, but he wasn't out of shape either. He was rather skinny. Peter tossed aside her bra, her breasts were perfect, he began to suck on one. She moaned in delight as she leaned her head back. It felt good...for both of them. Peter then pulled off her skirt ready for the best part. He knew she was wearing panties but was still dissapointed that he had to remove those as well. He removed her panties and yearned for her perfect vagina. Gwen pulled off his boxers in joy before he stuck his penis into her vagina. The two kissed, tongues often entering the other's mouth as they had sex.

Peter woke up on the floor, naked. He examined his room, the sheets were on the floor as well. Gwen must have left already. He took his shower, made his bed, and began getting dressed. He put on dark blue jeans, red sneakers, a blue t-shirt, and a red hoodie. He put on his glasses before looking at himself in the mirror. He enjoyed his night, he yearned for more. He began making his breakfast. He made hard boiled eggs and toast. After eating, he went to grab his newspaper. The front page had his picture and was written about the charity ball. He flipped to the next page, sports, comics, and finally, landed on something that interested him. "Carnival Grand Opening" was the headline. At first, he figured it would be a good place to take Gwen. Then he realized it would make a good headline. He grabbed the phone and dialed Jameson's number. "You have one minute to explain yourself or i'm hanging up!", yelled Jonah from the other line. "Jonah, it's me, Peter.", Peter replied swiftly. "Parker? What the hell are you calling about?", Jonah shouted back. "A carnival is opening and I wanted to know if you'd like some photos for it.", Peter replied. "Carnival? I'd rather hear a dry fart from a wet dog than read an article about a carnival.", Jameson yelled into Peter's ear right before slamming the phone down. "Hello? He hung up on me...", Peter says as he sets the phone down. Peter often gave photos to both sides, The Daily Bugle and The Daily Globe. Sometimes they used them, sometimes they didn't, but it worked for Peter. He called Gwen to ask her about the carnival, "Hey Gwen, it's Peter. I saw that a carnival was opening today and figured we could go.", Gwen replied in excitment, "Yeah! That sounds great, see you soon.", Gwen said before the two hung up.

"Step right up, one dollar to see a miraculous throw!", shouted Fred Myers. A couple of kids approached him with a dollar. "This better be good.", one snarled at Fred. Fred just grinned and twirled a boomerang in his hand before snatching the money. "Oh trust me, it will be.", Fred replied. He threw the boomerang and it spun quickly at a bottle. It shattered the bottle before spinning in a loop and hitting another bottle. The boomerang darted between one of the kid's legs and landed in Fred's hand. Fred smirked at the kid but was surprised at the kid's reponse. "LAME! I want my money back!", the kid shouted. Fred sneered at him and pointed to a sign, "NO REFUNDS!", Fred shouted. Fred began to put new bottles in replacement of the old ones. "Your throwing sucks just like your costume!", the kid says to taunt Fred. Fred didn't want to admit it but the kid was right, his costume was odd. It was purple and blue spandex with metal that had been painted white placed upon his head to look like a boomerang. The same thing was on his chest, only it was bigger. The kid grabbed the register Fred had put his money in and ran. "HEY! THIEF!", Fred began to chase him when he realized something. He didn't have to, he could stop the kid with a single throw. He held back the boomerang...and pitched his throw.

Meanwhile, Peter and Gwen were on the ferris wheel. "Oh Peter, this is so much fun.", Gwen said as she leaned her head on his shoulder. "I knew you would like it.", Peter replied. Once they got to the bottom, they were startled by two police cars racing by with their sirens on and lights flashing. "What's happening?", Gwen asks in a terrified tone. "I don't know...stay here.", Peter says before running towards the danger.

Fred threw three boomerangs at once and they all hit their targets...cops. The kids and cops lay unconcious. "It's not my fault! They stole from ME!", Fred shouts at them. He notices another cop rushing him head on and throws another boomerang. Peter suddenly tackles the cop and the boomerang misses them. It circles around and Fred catches it. "What the bloody hell?", he shouts in surprise. The impact from Peter's tackle had made his hood cover his head and his glasses fall off. He was surprised to find out that he could see BETTER without his glasses. Suddenly, he got a slight headache in the back of his head. His body knew what to do, he did a flip and somersaulted to the ground behind Fred. Peter was amazed at what he just did. The boomerang circled around once more and Fred caught it. "Who the hell are you?!", Fred snarled towards the hooded man. Peter realized that the hood covers his face and tried to come up with the catchiest thing he could at the top of his head. "I'm Spider-Man", he replied. Yeah...Spider-Man...it's perfect. "Well, "Spider-Man"...if you like being a hero so much...THEN SAVE HER!", Fred shouts before throwing another boomerang. Peter watches the boomerang spin towards Gwen and does a frontflip to catch it while it's in mid air. Once he lands, he spins around to face Fred...who ran away while he was occupied. Peter curses under his breath. "Peter...how did you do that?", Gwen says in a trembling tone. "I'll explain later...", Peter replied, and he did. He told her how he was bitten at Oscorp. After explaining the story to her, they waited for more officers to arrive for questioning. Gwen hugged her father once he arrived. "Why did you take my daughter to this place?", George questions angerly towards Peter. Before Peter can even respond, Gwen speaks, "It's not his fault, how could he have known this would happen? Besides, he saved me.", George looks to Peter as if saying, "Is this true?", Peter states firmly, "It's true sir, i'd do anything to protect your daughter.". George sighs before replying, "Thank you...", George then walks away with Gwen before a cop walks over to Peter. "Hello, i'm Patrick Mulligan, I just wanted to ask you a few questions.", the officer says to Peter. "Of course, sir.", Peter replies. "Do you know the man that did this? His name is Fred Myers.", Patrick shows a picture to Peter. "Oh my God...Fred did this?", Peter asks in a shocked tone. "You know him?", Patrick asks as he sits down across from Peter. "We went to the same school together, he use to be the baseball team's pitcher.", Peter explains. "That would explain his good arm...okay sir, i'm going to have to take your name and number in case we need to call you.", Patrick tells Peter. Peter gives him his name and number before going home...he has a lot of work to do.

Peter began making his costume, he can't let anybody see his face. He took spandex and white sunglasses lens to make the mask. He sewed them together and began creating a web type patern on the mask, he started to do the same for the rest of the suit. In the end, after seven hours of nonstop work, Peter had his finished suit. The mask covered his whole face, it was a dark red with the black web design. His eyes were covered by white lens, you couldn't see in, but he could see out. The rest of his suit consisted of red and blue with the same web design. The middle, however, had a spider symbol. Its legs stretch to Peter's shoulders. On his back, he had a smaller spider emblem, this one was red instead of black. He examined himself in the mirror and laughed, "This is awesome!", he said as he started flexing like superheroes in comics that he read when he is startled so much by a voice that he leaps up and sticks to the ceiling. "What the hell are you doing?", Gwen asks. "Uh...nothing.", Peter replies as he jumps back down. "Is that...a costume? Do expect to be some kindof superhero?", Gwen asks. "Gwen...Fred is a friend...maybe I can negotiate with him.", Peter explains before pulling off his mask. "He tried to kill you!", Gwen shouts. "Yeah...he did the same with the cops though, if they can't stop him, then I have to.", Peter replies. He sits on the edge of the bed as he starts pulling his feet coverings off. "It's not your responsibility.", Gwen says as she sits next to Peter. "Maybe it is...", Peter replies.

Later that day, Peter visited his aunt. "Peter! What a surprise!", May says as she hugs him. "It's good to see you too, Aunt May.", Peter replies. "What brings you by?", May asks. "I was wondering if I could have a look in the attic, I may have forgotten something when I moved out.", Peter replies. "Of course you can dear, do you need any help?", May asks. "No, i'm fine, thanks anyways.", Peter says before going into the attic. Peter begins looking through old boxes in search for a science project of his. He realized something...if he's going to be Spider-Man, doesn't he need a web? Years ago, he made a science project, a string like fluid that was extremely strong and durable. The only reason he never entered it into the science fair was because the fluid would disolve after thirty minutes. Peter figured that now he would only need it for a few seconds, so it would work perfectly. He opens a box and finds the wrist straps that bare devices on them. He straps it to his arm and tests it, the strand of "webbing" fires across the room and sticks to the wall.

After Peter finished his costume and was ready for his second confrontation, he bought a police radio. After hours of random reports about muggings or drug deals, a report of a robbery goes through. "Robbery at First National, we need backup, thief is considered armed with boomerangs and extremely dangerous.", says the dispatcher. Peter opened his window and took a deep breath. "I hope this works", he says to himself before firing a web. He then leaps off of the ledge while screaming, he fires another strand from his other hand and swings away from the building. His scream turns into a "WHOOO!", as he swings through the sky.

At First National, Fred tosses a banker through the window as he begins to escape with the money. He then hears, "Heads up!", but it's too late, Spider-Man swings down and kicks Fred onto the pavement. "I warned ya, Fred", Spider-Man says saracasticlly. "YOU! How do you know my name?!", Fred shouts in anger. Spider-Man then does something unexpected...he takes off his mask. "It's me...Peter...", Peter says calmly. "Parker? I almost didn't recongize ya without your glasses.", Fred replies. "Yeah...obviously, alot has changed...look, you don't have to do this, I don't want to fight.", Peter says as he tries to convince Fred. "I...I don't know...", Fred trails off. "Trust me.", Peter says. Fred then begins laughing when he hears police sirens in the distance. "You had me going there...I almost did trust you, but you're just one of them. A BULLY!", Fred shouts. Peter shakes his head, "No, that isn't true, Fred.", Peter shouts. "NO! I am not "Fred", call me...Boomerang...now face me! "SPIDER-MAN"...", Fred shouts in reply to Peter. Peter puts his mask back on. "Don't do this...", Peter begs. Boomerang throws a boomerang in annoyance. "Great...", Peter mumbles to himself. Peter does a backflip thus dodging the boomerang and then leaps onto the roof of the bank. The boomerang spins around and heads towards Spider-Man again. Spider-Man reacts instantly, he spins a web on a nearby lampost and swings down towards Boomerang. Boomerang throws another boomerang that slices the web and sends Spider-Man to the ground. Spider-Man doesn't stay down though, he rolls to his feet. "Stop this!", Peter begs. Fred yells in anger and throws two more boomerangs that Peter dodges easily. Spider-Man's headache returns and he ducks as a boomerang misses him by an inch from behind. The boomerang hits Fred in the chest, he stumbles back before two more boomerangs hit him in the face and he gets knocked out. Spider-Man spins a web type net over Boomerang. "I'm sorry, Fred...", Peter says before swinging away. He watches as police cars surround Boomerang and cops arrest him.

Jameson slams his fist on the desk. "What do you mean you didn't get pictures of the fight?!", Jonah yells at Peter. "I didn't know you wanted them.", Peter replies in defence. Jonah crosses his arms and mumbes to himself. After a moment of staring at eachother, Jonah roars in anger, "What are you still doing in my office?! GET OUT THERE AND TAKE PICTURES OF SPIDER-MAN! I want SPIDER-MAN!", Jonah yells. Peter smiles as he exits.

**Author's Note:**  
><strong>That's the end of Chapter 1. It was long, I know, but I prefer my stories to be long. This villain was Boomerang. Let me know if you know who he is! Did you like my little origin change? Did you get all of the "easter eggs"? Let me know in the reviews! Chapter 2 coming soon...<strong>


	2. Responsibility

**Author's Note:**  
><strong>Hello once again my fellow web heads! I would like to thank all supporters of this book, it means a lot to me! Just like the last chapter, sex and cursing is involved. Now...without further ado, chapter 2!<strong>

Peter sat in the chair across from Fred Myers. A thick glass wall kept them apart. Fred was now in his orange prison jumpsuit. Peter had been assigned by Jonah to interview Fred, he was on the clock so he had to wear his uniform. Peter had been afraid of how Fred would react once seeing him. After all, he had beaten him and sent him to prison. Peter hesitantly picked up the phone. "Hey Fred...", he started. Fred had been gripping the phone the whole time, listening but not answering. "I'm sorry about what happened...I didn't want to fight you.", Peter tried his best to convince Fred. "It wasn't my fault.", was all that Fred could say. He then hung up the phone and walked away. This left an empty void in Peter, a confusing void.

"Let me get this straight, Parker...you didn't interview Myers?", Jonah stated calmly. "No sir...", Peter replied like a scared child, he then added quickly, "He refused to answer me". Jonah nodded in understanding...then he exploded with rage. "I sent you to do an easy task! Interview the man, report back to me, how hard can it be?!", Jonah roared into Peter's face. Peter hung his head in defeat. He had wanted to ask Jameson about a raise, but how could he when he failed a simple assignment? "I'm sorry, Jonah", was all that Peter could manage. "You'd better get be something...OR YOU'RE FIRED!", Jonah threatened. Peter left The Bugle with dissapointment in himself.

Later, at Peter's apartment. Gwen had come to visit him, the two were curled up on the couch with the TV muted. Peter was in a white t-shirt and black sweat pants. Gwen was wearing a yellow shirt and tight blue jeans. "So, did you ask Jameson about the raise?", Gwen asked Peter with curiostity. The two had been trying to earn enough money to buy a house. They wanted to move in together. Gwen still lived at her parents, Peter's apartment only allows one person to live there. Peter sighed with frustration, "No, he wanted me to interview Fred. I tried to but Fred didn't answer me...he just said it wasn't his fault and left. Jonah was so mad that it wasn't even worth asking him. He even threatened to fire me...", Peter explained. "Well, even with the raise I gained, it isn't enough for us.", Gwen replied with sorrow. Peter kissed Gwen lightly on the head. "We'll think of something", Peter said to calm his lover. With Peter's new abilities, he acquired a better sense of hearing. He heard the mailman drop his newspaper at the door. "Paper is here", Peter stated before grabbing it. The two sat in silence as they read every article. Finally...Peter read a headline, "Five thousand to anyone that lasts in the ring with Grizzly for three minutes.", Peter and Gwen looked at eachother. "You're not actually going to enter, are you?", Gwen asked with a sense of worry. "With these new powers i've got, nobody could stop me.", Peter bragged as he tossed the paper aside. "And, Jonah wants pics of Spider-Man, I'll just rig the camera to take a shot every twenty seconds.", Peter added. "You'll get double the pay...Peter, you'd do all this work for me?", Gwen asked with compassion...but also a sense of worry. She didn't like Peter risking his life, but in her heart she knew he was unstoppable with these new powers. Peter smiled, "Anything for my girl", Peter replied calmly. Gwen smiled, she HAD to reward him now. "I think you just gained a reward", she giggled softly. "Oh really, now?", Peter chuckled, Gwen giggled in response but stopped immeditally and replied in a sex craving voice, "Really.", Gwen tried her best to look sexy. It worked. Peter pulled off her shirt, she wore a new bra this time, a purple lingrinie. Peter unlatched the bra and smoothly ran his hands over the slim figure Gwen provided for him. Peter cupped one boob as he kissed Gwen passionally. He used his other hand to squeeze her perfect ass. Gwen liked the feeling and returned her compassion by slipping her tongue into Peter's mouth. Peter returned the favor, Gwen felt like she wasn't giving him enough. She had to up her game, she pushed Peter on his back so she could be on top. Peter let her go so she could pull off his sweat pants, she was thrilled to find that he had already devolped a boner. After pulling off his underwear, Gwen let him go to work at her pants. He pulled them off quickly, her panties were in the way. He pulled them off with the help of Gwen. Then...Gwen layed herself ontop of Peter, his cock entered her vagina, the perfect feeling had returned. Peter cummed a little, it felt good. Gwen started to pull off his t-shirt, his spider powers had given him rock hard abs, a perfect six pack. Gwen giggled in delight before licking his chest, belly button to nipples. She sucked on those for a minute. Peter flipped over, he was now on top. He returned the favor, licking her belly button to breast. He sucked on them both before cupping them. He used them to help push back and forth. The feeling of his cock moving in her pussy felt perfect, Gwen craved more. She NEEDED more. Peter didn't know whether Gwen was craving it because of his new looks or if she was just in the mood...but he craved it too.

The crowd roared and screamed in somewhat of a cheer as Grizzly body slammed another wrestler by the name, Bonesaw. After the ref had made sure of knockout, he handed Grizzly the microphone. "Who wants to face the mightiest Grizzly?!", he shouted in a menacing voice. The crowd's cheer was soft, but only for a moment. The cheer then turned into a loud roar filled with whistles and "YEAH". What Grizzly didn't know, was that they weren't cheering or him. They were cheering for Spider-Man who was lowering himself down on a web while being upside down. Spider-Man ocassionly waved to the audience until he reached the bottom where he flipped to his feet. He made bunny ears and mocked Grizzy's stance, only when the crowd laughed did he know somebody was behind him. "Who the hell are you, small fry?", Grizzly taunted. "I'm the small fry that's about to beat your ass.", Spider-Man replied. The crowd was filled with cheers and "OOO". Grizzly sneered at Spider-Man while looking him up and down. "So you actually think you'll last three minutes in the Grizzly's cage?", Grizzly growled. "Not at all!", Peter replied in a serious tone. The crowd booed, Grizzly smirked. "Because i'll beat you in a lesser amount of time.", Peter taunted. The crowd cheered with delight. Grizzly was not ammused, he was pissed at Spider-Man and wanted to rip him apart. Peter had set up his camera before entering the ring. It was webbed to the ceiling at a perfect angle so it could catch a clear shot of him and the beheameth known as Grizzly. Grizzly's appearance was quite odd, how could anybody be afraid of him? He was just wearing a bear skin, fur and all. Peter decided to taunt this, "Besides, why would I be afraid of you? You're just an overgrown teddy bear", Peter tried not to laugh at his own joke. The crowd had no problem laughing. Grizzly tossed the microphone aside in anger, "That's it! Lower the cage!", Grizzly ordered the workers and referee. Peter continued to taunt his enemy, "Yeah, we wouldn't want Grizzly to run away". Once the gate was lowered, Grizzly charged at Peter in a full rage. Peter didn't budge, he used his "sticky" power to keep his feet firmly planted to the ground. Grizzly was baffeled when he found out that he couldn't lift Spider-Man. Spider-Man could lift him though, just like he was a balloon. Peter used his leg muscles to leap ten feet into the air. "PUT ME DOWN!", Grizzly begged. Peter spun upside down with Grizzly and used his sticking ability once again to stay planted to the roof of the cage. "If you say so!", Peter replied sarcastically. He dropped Grizzly five feet before spinning a web on him so he wouldn't hit the floor. "Do you give up?", Peter asked with curiosity. "Never!", Grizzly growled before using the claws on his fingertips to slice the web. Grizzly fell on his back before rolling to his feet. Spider-Man dropped to his feet and spun a web in Grizzly's face before using his leg to swipe Grizzly's feet from under him. Grizzly tore with his claws at the web and lashed out in anger. Peter did his best to dodge it, luckily he was far enough that it didn't cut his flesh. Although, it did cut the fabric of his costume. "Not cool man! These spider suits cost a lot of money!", Peter joked. Grizzly was in a full blind rage now, he swung his fists left and right at Spider-Man who kept ducking and leaping to dodge them. Peter finally had enough, he did his best to hold back his strength, he knew that if he didn't then Grizzly's head would pop off. Peter punched Grizzly square in the jaw causing one of Grizzly's teeth to come out. Grizzly staggered on his feet a little, obviously dizzy from the impact. Peter threw another punch with the same strength, Grizzly fell flat on his back...completely knocked out cold. The crowd went wild with cheers. The referee climbed into the ring to check on Grizzly. "WINNER!", he shouted before lifting Spider-Man's arm into the air. After the crowd settled down, Peter made his way into the back room. "Five thousand, right?", Peter asked once he walked into the office. "What? Are you kidding?", the host chuckled to himself. "Is something funny?", Peter asked in a confused tone. "The ad said in three minutes, you beat him in one, for that, I'll give you a dollar.", the host slides a dollar bill toward Peter. "You don't get it, I need that money so I can buy a house.", Peter tried to explain. "That's not my responsibility", the host replies. Peter snatches the dollar in frustration and leaves the room. He notices Grizzly walking past him as he goes down the hall. He reaches for the door handle when he hears a loud crash. Five seconds later, Grizzly runs down the hall with a bag of money, the host is far behind him. Peter opens the door for Grizzly who rushes into the room. Just as the host almost gets to the door, Peter slams it in his face and spins a web on the handle. "What the hell?! You let that guy rob me!", the host yells at Peter. "Not my responsibility", Peter replies with a smirk.

The next day, Peter received a phone call from a crying Aunt May. "What's wrong? Are you okay?", Peter asked frantically worried about his aunt. "I was robbed last night. He took everything.", May explained in between sobs. "I'll be right over.", Peter said in an attempt to calm his aunt. After he hung up, he grabbed his Spider-Man costume and a change of clothes for later. He would get there faster if he web swinged.

Spider-Man swung onto the roof of a nearby house before changing into normal street clothes. Peter wore a grey sweater, jeans, and white sneakers. May hugged Peter as soon as he entered the house. Peter noticed that furniture was flipped or broken. Items were missing everywhere. "He didn't take IT, did he?", Peter asked while trying to hold back tears. May pulled the picture out of her purse. "No, ever since you moved out, I kept it in my purse.", May replied while handing it to Peter. Peter stared at it, he was six in the picture, in between his aunt and uncle...Uncle Ben. Peter missed him so much. "You weren't home when he robbed you, were you?", Peter asked. "I was returning from the supermarket when I saw him fleeing the crime.", May replied with a sob in her voice. Peter clenched his fists in anger, whoever stole from his aunt would pay. He would hunt them down and make them pay...as Spider-Man. "Do you know what they looked like?", Peter continued asking. "Yes...it was weird. He wore a bear skin.", May replied. Peter's heart sank when he came to realization...he let that man go...he let that man rob his aunt. What if she had been home? He could've killed her...Peter felt a wave of guilt wash over him as he heard Uncle Ben's voice in his head. "With great power, comes great responsibility.", echoed through his brain as Peter remembered. May silenced the guilt by continuing her sentence, "The police say his name is Maxwell Markham.", she finished. "I'm sorry, Aunt May", Peter stuttered. "For what dear? It isn't your fault.", May replied softly. "I'm going to make this right, I promise.", Peter said before leaving. He put on his costume and began swinging through the city...in search for justice.

Spider-Man taps on the window to Gwen's room. She opens it, "What are you doing here? Get inside before somebody sees you!", she whispers in a hoarse tone. Spider-Man climbs inside before shutting the window behind himself. "I had to come and ask you a favor.", Peter began. "Oh God...what is it?", Gwen asks hesitantly. "Your father is the captain of the police, right?", Peter asks, although he already knows the answer. "Oh no...I don't like where this is going.", Gwen says. "I need to find a man named Maxwell Markham.", Peter explains. "I'll do what I can", Gwen says before leaving. Peter realizes all she was wearing was a t-shirt that went to her knees. While he is alone in her room, he looks at the walls. Pictures of him and her are all over. Her bed is messy, a nightstand in the corner has her cellphone on it. A cellphone isn't the only thing, a pair of pink panties lay next to it. Gwen comes back into the room with a folder. "I looked around in his office, this is all I found.", Gwen says while handing him the folder. "Thanks Gwen, I owe you.", Peter says while opening the window. "You owe me TONIGHT.", Gwen adds as Peter steps onto the ledge. "That's if I don't die.", Peter replies before jumping out. Gwen calls after him, "THAT'S NOT FUNNY!", as she watches him swing away.

Peter swings onto a roof and begins reading the file. Once he finds out that Maxwell lives in an apartment complex, he swings straight for it.

Grizzly counts his money, nine thousand in total. Suddenly, Spider-Man crashes through the window. "You again!", Grizzly shouts in a surprised tone. "Who else did you expect?", Spider-Man says while spinning a web on the bag and yanking it into his hand. "That's MY money!", Grizzly growls. "No...i'm pretty sure it belongs to a poor woman and a wrestling ring.", Spider-Man says as if he isn't sure. His headache returns, Peter decided to call it his "Spider-Sense", but it's too late. Grizzly tackles Peter and they both fall through the window to land in the alley below. The money spreads everywhere as the two struggle to stand, after all, they both fell four stories. "I'll rip you apart!", Grizzly threatens Peter before charging at him. Peter reacts instantly by leaping over Grizzly's head and then kicking him in his back. Grizzly falls on his chest as Peter lands opposite of him. "I know you're upset about missing that picnic basket but don't take it out on me!", Peter taunts. Grizzly stands with a confused look, "Picnic basket?", he asks. "You know, Yogi Bear...forget it.", Peter explains. Grizzly slashes at Peter with his claws, Peter is ready this time. He does several backflips and somersaults to avoid the attacks. Peter then spins a web on a garbage can and swings it at Grizzly's head. Grizzly falls flat on his back as garbage pours all over him. "I thought you were a bear, not a racoon.", Peter jokes. Grizzly struggles to stand, he's clearly exhausted. "Time for you to hybernate!", Peter shouts heroically before kicking Grizzly and knocking him out.

"These shots are perfect, Parker!", Jonah admits as he looks through the pictures that Peter took. Ones from the wrestling match and alley way are scattered across his desk. "Thanks Jonah, is it good enough for a raise?", Peter asks. Jonah laughs hysteracially, Peter laughs along until Jonah turns serious, "Don't push it, kid.", Jonah says.

"He gave you one thousand for all of the pictures?", Gwen asks in disbelief. "Yeah...better than the usual rate, I normally get five hundred instead.", Peter replies. Gwen and Peter were laying next to eachother on Peter's bed. Gwen showed up wearing clothing that gave off cleavage, a white button up shirt, three buttons undone at the top so Peter could see some of her bra. Tan shorts that cut off six inches above the knee, and sandles that she slipped off as soon as she came in. Peter wore a black tanktop and red boxers. "You know, I was actually going to take the money for myself.", Peter admits. Gwen looks at Peter in disbelief and disgust. "Don't worry, I didn't. I know it's wrong. It was my responsibility to return the money to it's owners. Gwen smiles, "I knew you'd do the right thing.", she whispers into his ear. Peter flips her over as she giggles. "Are you going to stay overnight this time?", Peter asks. "My father still thinks i'm a virgin", Gwen pouts. "We both know that isn't true", Peter smirks. Gwen blushes massively, "Just shut up and give me your best, bug boy.", Gwen jokes. Peter chuckles at her joke, "Bug boy?", he snickers. "You heard me", Gwen replies. Peter unbuttons her top and opens it to see her wearing what may be her sexiest bra, a pink bra. "I see you busted out the good stuff", Peter jokes. "Why don't you do the same? Get to the good stuff", Gwen gestures to her lower half. Peter kisses lightly down her stomach to her shorts. He's making her anxious, it's torture for Gwen. He undoes the shorts to see the same pink panties that were on her dresser. He bursts out laughing. "What's so funny?", Gwen asks. "It's an inside joke.", Peter says while winking at her.

**Author's Note:**

**Yep...i'm so bad, making lemons and stuff...Chapter 3 coming soon!**


	3. What it takes to be a hero

**Author's Note:**  
><strong>Wassup my fellow web heads?! I've got another chapter for you. As always, warnings say cursing and sex is involved. Enjoy!<strong>

Peter was at it again, Spider-Man swung through New York like a guardian angel. A fire was reported downtown, at least four people were reported to be trapped inside. As Peter swung over the roof of another building he began to somersault so he could land safely inside the burning building. Once inside, Peter was surrounded by blazing fire. He called out to anybody nearby, "Is anybody in here?!", when nobody answered, Peter began to steadily step through the room. Peter's headache returned, although this one was much more severe. He staggered forward which made him nearly escape a collapsing part of the ceiling. The blinding smoke made it hard for Peter to see...and breathe. He coughed a little as he made his way further into the building. His heightened sense then began to kick in, he could hear somebody sobbing. "I'm going to get you out of here!", he called out to reassure the person. He kicked down the door in front of him and entered an inferno. Peter jumped back at the rising flames. Peter listened for the person again, this time he heard something different...something strange. He heard cheering...from outside. Had a firefighter saved the innocent he heard earlier? While he was thinking on this, another splitting headache attacked him. Peter was about to react when something collided with the back of his head...and he slipped into unconsciousness.

Peter awoke on the floor...staring up at a crowd. He instinctivly reached for his face to see if his mask was on. Thank God it was. He began to sit up and saw a man carrying more innocents out of the burning building. The man was very tall...because he was wearing some kindof stilts. His entire suit was yellow and seemed armored in every way possible. The stlits began to descend before they launched him back into the building. He leaped eight stories in a single bound. Peter leaped to his feet and the crowd backed away in surprise. "Is everybody okay?", Peter asked before the man emerged from the fire once again. He layed another survivor onto a gurdy so the ambulance could take them. The man answered Peter's question in a heroic voice, "Now they are.", his grin stretched to the corners of his mouth. "Who are you?", Peter asked hesistantly. "You can call me the Kangaroo!", he replied before leaping into the sky. Peter called after him, "Wait! I'm not done with you yet!", Peter got a running start before spinning a web and swinging after Kangaroo.

Peter had swung all around the city in search for Kangaroo but had no signs of him. After his game of hide and seek, he went to Gwen's house and knocked on the window. Gwen opened it a few seconds later, Peter climbed through the window before taking off his mask. "I hope you'll use the door one day.", Gwen said sarcastically. Peter smiled, "But then your father would know i'm here and I wouldn't get to do this.", Peter said before reaching for her shirt. Gwen must have been sleeping, because all she had on was a shirt that went down to her knees. Gwen blushed and pulled away to stop Peter, "Not here, dad checks on me every now and then.", Gwen warned him. Peter didn't need spider-sense to sense something was troubling her. "What's wrong?", he asked. "Nothing, it's just that-", Gwen started to make up a lie before Peter covered her mouth to stop her. A tear rolled down her left cheek as Peter moved his hand away. "What's wrong?", Peter repeated his question. She hung her head and blushed, she couldn't look Peter in the eyes when telling him. "You never wore a condom", she whispered. Peter blushed as red as a tomato before saying, "You're not...pregnant...are you?", he asked in a stuttering voice. Peter always wanted a kid but now that he led the life of Spider-Man he wasn't sure about it anymore...and he explained that to Gwen. "I don't think I am...", She replied sadly. Gwen had her emotions about it too, she loved Peter and wanted to spend the rest of her life with him. She wanted a kid too but was afraid of her father, he was the police captain afterall and he would go ballistic if he found out that Peter and her had sex. "Okay...", Peter replied awkwardly. Gwen broke the awkward silence after a minute went by, "So...I saw that Kangaroo guy save you on the news.", Peter frowned at Gwen's statement. "He didn't save me.", Peter replied coldly, Gwen was shocked at his tone, "Why are you so mad?", she replied in a similiar tone. "Well, he pulled me out of the fire but the only reason was because something hit me over the head. I think it was him", Peter explained. "Why would he hit you over the head and then save you?", she asked. "I don't know...", Peter trailed off. Gwen put her hand on his cheek and looked him in the eyes. "Forget about it...tomorrow will be better", Gwen said to try and cheer Peter up. Peter knew Gwen better than anybody though, and knew that she was hinting at something. What was tomorrow? Peter then swallowed hard and kept himself from saying it out loud. Tomorrow would be their anniversery of when they became lovers and he forgot. Gwen kissed him pashionitally, Peter returned the kiss...before it turned into something else. Gwen's hands found themselves on Peter's pants and began pulling them. Peter's hands found themselves on Gwen's ass which he squeezed. She squeeled in delight before they fell onto her bed. She pulled Peter's pants off as Peter pulled her oversized shirt off. She was naked underneath it, Peter was shocked. "No underwear?", He asked. Gwen giggled, "This is coming from a guy wearing spandex with no underwear.", Peter couldn't help but laugh too. Soon, they were both naked, Peter then pushed Gwen back. "Wait...no condom", he reminded her. Gwen cursed under her breath before kissing him pashionitally, "It doesn't matter", she cooed. A loud pounding at her door interrupted them. "Gwen? What's going on in there?", an angry voice called through the door. "Shit.", Gwen said as she began to panic. She looked from the door back at Peter...who was gone. So was his Spider-Man clothes. She pulled on her shirt before answering the door. "What dad? I need privacy, i'm only wearing my pajamas.", She argued. "Sorry...I thought I heard something", he said matter of factly before pushing past her and entering the room. "Dad! What are you doing?", Gwen complained. "Where's he hiding?", George Stacy demanded rather than asking a question. He looked under her bed and in the closet. "Nobody is here!", Gwen rebelled. George sighed before running his hand through his hair. "Sorry sweetie...I just got a little paranoid.", he apologized. "It's fine, dad...goodnight.", she said as he walked out. Once he was out of sight, she closed the door and let out a sigh of relief. She nearly screamed when Peter dropped down from the ceiling. The only thing that stopped her was his skinny but muscular naked body. He held the Spider-Man uniform in his hands. "What if he looked up?", Gwen asked. "I didn't think he would.", Peter replied with a smirk on his face. Peter put on his costume before swinging away with the excuse, "Aunt May worries", but the real reason he left was because he was embarresed.

An explosion went off in the middle of the road causing several cars to swerve out of control. One was caught in the explosion and the car soared into the air. Just as it was about to land on innocent lives, Spider-Man spun a web net to catch it. Although, the net was never used because Kangaroo leaped onto the car and caught it. Spider-Man swung next to him. "I had that!", Spider-Man yelled. "Not from my perspective", Kangaroo says before leaping towards the fire. Peter clenches his fists before shrugging it off...he had lives to save. He began to free people from their cars as Kangaroo put out the fire. People cheered for Kangaroo as Spider-Man freed the last person. "Screw this...", Peter muttered under his breath before doing a flip and landing in front of Kangaroo. "Listen, I have-", Peter started to complain before Kangaroo interrupted him, "Thank you for your help pal!", as he put his arm around Spider-Man's shoulders. The crowd's cheer grew louder as Kangaroo waved to them. The crowd stopped cheering when Spider-Man pulled away from him, "No! YOU helped ME! Thank you for putting out the fire but I was the the one that saved the people!", Peter yelled. "My word...I never knew you were so selfish.", Kangaroo said as he shaked his head in dissapointment. "Selfish?", Spider-Man gasped in surprise. The crowd began to boo at him. "No! I'm the good guy!", Spider-Man tried to explain but after a few seconds he had to retreat and swung away. "Kangaroo isn't who he makes everyone think he is.", Peter complained to himself. After a while, the area cleared out and Spider-Man returned to the scene of the crime. He knew that the explosion had to be caused by something...or someone. He moved debris and rubble for a while until he eventually found a damaged device. "A bomb...", Peter whispers to himself.

"In other news, Tony Stark will be giving his speech tonight, we expect him to cover the incident in which-", the reporter known as Whitney Chang is interrupted when Spider-Man swings onto her desk. "Are we live?", Peter asks. "Y- Yes...", Whitney replies, slightly startled. "Good...everybody, the man you think is a hero, the Kangaroo, is not who you think he is. I looked at the wreckage where the explosion went off today and found damaged scrap from a bomb. Kangaroo has been setting up these dangerous fires and explosions so he could save you from them and look like a hero. He has been putting you in danger for his own selfish gain.", Peter explains. Peter then hears something unexpected...laughter, "Sounds like somebody is jealous", Whitney says. "Jealous? Of what?", Peter asks. "Me!", Peter hears as a headache attacks him. This time, he is ready, he spins around and grabs Kangaroo's foot so he can toss him into the wall. "Your surprise attack won't work on me a second time!", Spider-Man growls. Kangaroo stands up, "Jeez, I knew you hated me but this is ridiculous Spider-Man! There's room for two heroes!", Kangaroo says calmly. "Don't change your tone! You just attacked me!", Spider-Man argues. Kangaroo uses the strength enhancers in his suit to smash Whitney's desk, "And i'll do it again!", he shouts before tackling Spider-Man through the window. Peter tosses Kangaroo off of him and rolls to his feet. Kangaroo is already running at him. He uses the spring in his stilt to kick and launch Spider-Man through collumns that support a train track. The track crumbles apart thus putting the train in danger. Spider-Man uses his heightened hearing to know that the train is coming. Peter leaps to his feet and prepares for the train to go off the rails...when it does...he catches it. Peter grunts under the weight but still supports it. Bystanders gasp and whisper amongst themselves, "He caught it", "He saved them", are the few of many whispers. Kangaroo grins and takes his advantage, the wrist rocket on his arm begins to activate. Just as he's about to fire at Peter, a bottle hits his head and shatters. He turns his attention to the onlookers who hold baseball bats, glass bottles, tomatoes, and rocks. "Leave him alone! He's trying to help those people!", one of the onlookers yell. Peter notices the situation and begins to set the train down. Kangaroo points his rocket at the crowd, "You chose him over me!", Kangaroo shouts. Peter finishes lowering the train and runs as fast as he can to grab Kangaroo's arm and points it down. The explosion on the ground launches Peter and Kangaroo into the air. Kangaroo lands on his back, some of his armor comes off. Peter crashes through a window and stands up, several scars and scratches are all over him. Kangaroo is unconscious...the crowd cheers...all is right...Spider-Man has won.

Later...at midnight. Spider-Man waits on Gwen's window ledge, once she gets home she panics. "Get inside you knucklehead!", she shouts in a hoarse whisper. "No, you come outside.", Peter says before reaching out to her with his hand. "What do you mean?", she asks hesistantly. "I wanted to show you what it's like for me as Spider-Man...except for the cuts and bruises.", Peter replies. Gwen gasps in worry and inspects his arm. "What happened?", she asks like a mother defending her baby. "It's just a few scratches from broken glass. No big deal.", Peter shrugs it off. "No big deal? What's next? I lost my arm in an explosion, no big-", Peter interupts Gwen by pulling off his mask and kissing her pashionitally. "I want you to see what it's like to soar through the sky.", Peter explains. Gwen smiles as he puts his mask back on and lets Peter carry her as they fall off the ledge. Gwen begins to scream before Peter spins a web and they swing over the lights. "Do you like it?", he asks. "Like it? I LOVE IT! The wind in my hair! It's so beautiful...", Gwen answers Peter. Peter chuckles, "I'm glad you like it", he replies. After swinging through the city for an hour, they land on the statue of liberty's head. "Oh my God...I can't believe we're actually on the state of liberty!", she shouts in joy. "What place would be better for our anniversery?", Peter asks. Gwen hugs him, "You did remember!", Peter laughs at her remark. "So, what do you want for dinner?", Peter asks. "I already ate.", Gwen replies. Peter grins, "Let me guess, you forgot dessert?", Gwen giggles at his joke. She then starts to pull Peter's mask off, slowly. "There...that smile...that's what I want to see.", she smiles as they look into eachother's eyes. "Let's go back to my place so I can slip into something special.", she giggles. Peter thought she looked perfect the way she was. A pink shirt, green winter coat, black skirt, black heels. Peter could never understand women. After Peter brought her back to her house and waited for twenty minutes, she exited her closet wearing a light blue shirt that had a red heart on it. Only, in the red heart was a black spider web with his white eye shape. Peter had seen those kindof shirts at the mall...but Gwen had made a modification. The bottom had been cut so the shirt ended three inches above her belly button, and the sleeves were missing. She also wore shorts...really REALLY short shorts. She had bare feet, Peter whistled at her apperance. Gwen giggles before wrapping her arms around Peter. "I'm ready to go to your place.", she says. Once they arrive, Peter removes her shirt to find a light blue bra so small, it only covered her tits. She must've been saving these clothes for a special occasion between them. Peter unclips it before removing her shorts, he finds red lace panties. After removing the panties, Gwen removes Peter's suit and the two are naked. Gwen wrapped her arms around Peter's neck and her legs around his waist. It happens again...the great feeling of his penis entering her vagina. That night...Peter cummed...alot.

**Author's Note:**

**If you noticed how many easter eggs and referances I toss into these chapters, you're a true Spidey fan. Chapter 4 coming soon!**


End file.
